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Cambria Automobiles (CAMB)

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Thursday 08 April, 2021

Cambria Automobiles

Form 8 (OPD) (Cambria Automobiles plc)

RNS Number : 8963U
Cambria Automobiles Plc
08 April 2021
 

FORM 8 (OPD)

 

AMENDMENT - CHANGES TO SECTION 2(b) REPLACING FORM 8 (OPD) ISSUED ON 7th APRIL, 2021 AT 1300 UK

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.  KEY INFORMATION

 

(a) Full name of discloser:

MBO Management Team of Cambria Automobiles plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

  The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

  Use a separate form for each offeror/offeree

Cambria Automobiles Plc

(d) Is the discloser the offeror or the offeree?

OFFEROR

(e) Date position held:

  The latest practicable date prior to the disclosure

7 April 2021

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

  If it is a cash offer or possible cash offer, state "N/A"

N/A

 

2.  POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)  Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary Shares of 10p each in Cambria Automobiles plc

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Mark Lavery -40,000,000[1]

James Mullins - 2,491,590

Tim Duckers -  1,054,245[2]

40.0

 

2.49

 

1.06

N/A

 

(2) Cash-settled derivatives:

 

N/A

 

N/A

 

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

N/A

 

N/A

 

 

  TOTAL:

43,545,835

43.55

N/A

 

 

[1] Acting in concert with Nicola Lavery. Of the interests disclosed 5,000,001 ordinary shares (5%) are owned by Mark Lavery, Nicola Lavery owns 34,999,922 ordinary shares (35%), 77 ordinary shares (0.08%) held jointly by Mark Lavery and Nicola Lavery.  

[2] Acting in concert with Lucy Duckers. Of the interests disclosed 527,123 ordinary shares (0.53%) are owned by Tim Duckers, Lucy Duckers owns 527,122 ordinary shares (0.53%).

 

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)  Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

Ordinary Shares of 10p each in Cambria Automobiles plc

 

Details, including nature of the rights concerned and relevant percentages:

Rights to subscribe for ordinary shares of 10p each in Cambria Automobiles plc

 

Options over ordinary shares in Cambria Automobiles plc, granted on 2 March 2015*

 

Name

Number of 10p Ordinary Shares

Vesting Date

**

 

Percentage of enlarged share capital (%) ***

Exercise Price

James Mullins

 

250,000

1 January 2020

0.24

47.0p

62,500

1 January 2021

0.06

47.0p

125,000

1 January 2022

0.12

47.0p

125,000

1 January 2023

0.12

47.0p

125,000

1 January 2024

0.12

47.0p

500,000

1 January 2025

0.48

47.0p

Total  1,187,500

 

 

 

 

Name

Number of 10p Ordinary Shares

Vesting Date

**

 

Percentage of enlarged share capital (%) ***

Exercise Price

Tim Duckers

250,000

1 January 2020

0.24

47.0p

62,500

1 January 2021

0.06

47.0p

125,000

1 January 2022

0.12

47.0p

125,000

1 January 2023

0.12

47.0p

125,000

1 January 2024

0.12

47.0p

500,000

1 January 2025

0.48

47.0p

Total  1,187,500

 

 

 

 

* Conditions to vesting: the LTIP awards are performance based where (i) 50% of the award is conditional on the earnings per ordinary share in respect of the financial year immediately preceding the vesting date (as set out in the LTIP rules) exceeded the target earnings per ordinary share amount and (ii) 50% of the award is conditional on the total shareholder return target amount exceeding the targeted total shareholder return target amount (as set out in the LTIP rules).

** Expiry date: 1 January 2026

*** Assuming all options in Cambria Automobiles plc are exercised and no other shares are issued

 

 

3.  POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

None.

 

Directors' options detailed in 2(b) above.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.  OTHER INFORMATION

 

(a)  Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(b)  Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(c)  Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

No

Supplemental Form 8 (SBL)

No

 

 

Date of disclosure:

8 April 2021

Contact name:

James Mullins, Finance Director

Telephone number:

07712128075

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

 
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